EXHIBIT 10.2
FOURTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Fourth
Amendment") is entered into as of August 20, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation ("Seller").
RECITALS
A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, that certain Second Amendment thereto dated July 22, 1997,
and that certain Third Amendment thereto dated August 5, 1997 (collectively, the
"Agreement"), for the purchase and sale of real property designated "INDUSTRIAL
PACKAGE SALE - TEXAS PROPERTIES", as more particularly described on Exhibit A to
the Agreement, together with certain personal property, lease interests and
intangible property, all as more particularly described in the Agreement.
B. Buyer and Seller now desire to modify the Agreement as provided
herein.
C. Capitalized terms in this Fourth Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:
1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from August 20, 1997 to and including September 5, 1997.
2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Fourth Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Fourth Amendment
shall govern and control the rights and obligations of the parties hereto.
3. EFFECT OF FOURTH AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.
4. COUNTERPARTS. This Fourth Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Fourth
Amendment may be executed via telecopied signatures with original signatures to
follow.
IN WITNESS WHEREOF, Buyer and Seller have executed this Fourth
Amendment as of the date first above written.
BUYER
MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation
By:
------------------------------
Xxxxxx X. Xxxxxx
Its: Secretary
SELLER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
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FIFTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Fifth
Amendment") is entered into as of September 5, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation ("Seller").
RECITALS
A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, that certain Second Amendment thereto dated July 22, 1997,
that certain Third Amendment thereto dated August 5, 1997, and that certain
Fourth Amendment thereto dated August 20, 1997 (collectively, the "Agreement"),
for the purchase and sale of real property designated "INDUSTRIAL PACKAGE SALE -
TEXAS PROPERTIES", as more particularly described on Exhibit A to the Agreement,
together with certain personal property, lease interests and intangible
property, all as more particularly described in the Agreement.
B. Buyer and Seller now desire to modify the Agreement as provided
herein.
C. Capitalized terms in this Fifth Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:
1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from September 5, 1997 to and including September 15, 1997.
2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Fifth Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Fifth Amendment
shall govern and control the rights and obligations of the parties hereto.
3. EFFECT OF FIFTH AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.
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4. COUNTERPARTS. This Fifth Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Fifth
Amendment may be executed via telecopied signatures with original signatures to
follow.
IN WITNESS WHEREOF, Buyer and Seller have executed this Fifth
Amendment as of the date first above written.
BUYER
MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation
By:
------------------------------
Xxxxx Xxxxxx
Its: Vice President
SELLER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
4
SIXTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Sixth
Amendment") is entered into as of September 8, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation ("Seller").
RECITALS
A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, that certain Second Amendment thereto dated July 22, 1997,
that certain Third Amendment thereto dated August 5, 1997, that certain Fourth
Amendment thereto dated August 20, 1997, and that certain Fifth Amendment
thereto dated September 5, 1997 (collectively, the "Agreement"), for the
purchase and sale of real property designated "INDUSTRIAL PACKAGE SALE - TEXAS
PROPERTIES", as more particularly described on Exhibit A to the Agreement,
together with certain personal property, lease interests and intangible
property, all as more particularly described in the Agreement.
B. Buyer and Seller now desire to modify the Agreement as provided
herein.
C. Capitalized terms in this Sixth Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:
1. PURCHASE PRICE ADJUSTMENT. The total Purchase Price for the
Property is reduced to Twenty-Eight Million Six Hundred Forty-Five Thousand
Three Hundred Eighty-Seven and No/100 Dollars ($28,645,387.00), and shall be
allocated between the projects comprising the Property as set forth on EXHIBIT A
attached hereto.
2. ESTOPPEL LETTERS. If Tree of Life, a tenant in the Exchange
Service Center project, does not indicate in its estoppel letter that the right
of first refusal set forth in its Lease is waived or is otherwise inapplicable
to the transaction contemplated herein, then Seller shall certify same to Buyer
in a Seller estoppel letter, which certification shall not be qualified by or
limited to "Seller's Knowledge", as such term is defined in SECTION 8.3.3 of the
Agreement.
3. DESIGNATED EMPLOYEES. Buyer and Seller hereby acknowledge and
agree that the persons to be listed on EXHIBIT P to the Agreement, which persons
comprise the Designated Employees in accordance with Section 8.3.3 of the
Agreement for all projects comprising the Property, are those persons set forth
on EXHIBIT B attached hereto.
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4. ENVIRONMENTAL REPORTS OR SURVEYS. Buyer acknowledges that Seller
has advised Buyer of the existence of those certain environmental reports or
surveys relating to the Property listed on EXHIBIT C attached hereto, which
replaces EXHIBIT Q to the Agreement.
5. BUYER'S AUDIT RIGHTS. The second sentence of Section 14.16 of
the Agreement is hereby amended to replace the reference therein to "EXHIBIT Q"
with "EXHIBIT R".
6. ASSIGNMENT OF OPERATING AGREEMENTS. Notwithstanding the terms
and provisions of those certain Assignments of Operating Agreements to be
executed by Buyer and Seller with respect to each project comprising the
Property (the "Assignments") pursuant to the Agreement, Seller and Buyer hereby
agree that only those operating agreements set forth on SCHEDULE A to any such
Assignment that are cancellable upon thirty (30) days' notice shall be assigned
by Seller and assumed by Buyer pursuant to any such Assignment. The assignment
and assumption of any operating agreement listed on any such SCHEDULE A which is
not so cancellable shall be void AB INITIO. The terms and provisions of this
Paragraph 6 of this Sixth Amendment shall survive the Closing.
7. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Sixth Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Sixth Amendment
shall govern and control the rights and obligations of the parties hereto.
8. EFFECT OF SIXTH AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.
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9. COUNTERPARTS. This Sixth Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Sixth
Amendment may be executed via telecopied signatures with original signatures to
follow.
IN WITNESS WHEREOF, Buyer and Seller have executed this Sixth
Amendment as of the date first above written.
BUYER
MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation
By:
------------------------------
Xxxxxx X. Xxxxxx
Its: Secretary
SELLER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation
By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President
7
PURCHASE PRICE ALLOCATIONS
Property/Project Price ($)
---------------- ---------
Exchange Service Center 4,928,150
Highland Service Center 7,823,962
Pinemont Distribution 2,666,439
Perimeter Distribution 3,026,272
Brittmore Distribution 7,085,653
Pine North Distribution 3,114,911
---------
Total 28,645,387
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